More Dilution?

As of the date of this prospectus, our capital structure consists of 2,500,000,000 authorized shares of common stock, par value $.001 per share, and 50,000,000 shares of undesignated preferred stock, par value $.001 per share.

As of June 30, 2008, an aggregate of 1,501,131,817 shares of our common stock were issued and outstanding, and no shares of preferred stock were issued and outstanding. In connection with the merger, the authorized shares of common stock will be increased from 2,500,000,000 to 4,500,000,000.

No...at least, not necessarily. This increase in authorized shares would be needed to allow for the shares issued to current holders of XM. Some quick math says that XM has about 319 million shares outstanding...therefore SIRI needs to issue a little less than 1.5 billion additional shares. These additional shares would take them over their current authorized limit of 2.5 billion. Further, it is common to leave plenty of room between "shares outstanding" and "authorized shares outstanding". That said, the possibility of further dilution scares me and is certainly not out of the question...it bears watching.

No, no, no! No dilution. To begin with, the merger ratio of 4.6 means sirius will have a float of over 3 billion shares. The maximum under the standalone company is 2.5 billion shares. The board by neccessity had to raise the maximum.

Look at the situation today. Sirius has 1.5 billion outstanding. They had authorized 2.5 billion. Just because they are authorized does NOT mean they get used. So stop the fear mongering.

Second. The fling itself is for the purpose of offering preferred stock. We must as per the agreement, create this class of stock for the merger. That is why there is no number of shares listed. We need FCC approval to offer the preferred.

Thanks crfceo. There is enough fear mongering with this merger as it is!

Please check my figures but the way I see it, Sirius will issue 1,469,700,000 shares to purchase XM (319,500,000 x 4.6). Given the 1.5 billions shares of SIRI already outstanding, that means the new company will have approxiamately 3.0 billion shares outstanding. Given the combined company's market capitalization of approxiamately $7.7 billion, this would give the new company's stock a book value of about $2.59. Does that sound about right or am I missing something?

. Given the combined company's market capitalization of approxiamately $7.7 billion, this would give the new company's stock a book value of about $2.59. Does that sound about right or am I missing something?

Market Cap = shares X price of shares

Book Value is an accounting term representing (Assets - Liabilities) / Shares. Both companies have a negative book value

Hartlieb... it is the registration of the shares being exchange in the merger with XM.

Their maximum number of authorized shares was increased from 2.5 billion to 4.5 billion... They have 1.5 billion outstanding now and expect to deliver approximately 1.7 billion to XM holders... which includes all of their convertibles...

"Based on the number of shares of XM common stock, convertible securities, and options and warrants to acquire XM common stock outstanding as of the SIRIUS record date, as a result of the merger, SIRIUS can expect to issue up to approximately 1.7 billion additional shares of SIRIUS common stock."